It is possible for the foreign capital to be invested in Poland in the following ways:
- representative office of a foreign company,
- agency and representation services provided by Polish business entities,
- companies with foreign participation.
1. Representative offices.
Foreign natural and legal persons, including banks and foundations, may establish a representative office in Poland. Their permitted scope of economic activities is defined in the licence granted to establish the office. Representative offices are governed by Polish law, including fiscal and accounting regulations.
Representative offices (apart from banks) may operate in the fields of foreign trade, tourism, culture and transport. In particular their activities include:
- distribution of information;
- negotiations and other preparatory activities;
- the signing of agreements for and in the name of foreign companies.
Furthermore, representative offices are allowed to perform warranty and general services (which can be charged for) consisting of technical assistance and the installation and after-sales service of machines and equipment sent by the parent company to Polish importers.
- Representative offices may take on the form of:
- branches (which have the greatest scope of permitted activities);
- technical information bureaux, which disseminate technical and scientific information on the products of their parent company;
- supervisory offices which oversee the performance of contracts signed with Polish companies.
Representative offices may employ Polish nationals and foreigners alike.
Branch or technical information representative offices need a licence prior to their establishment. Supervisory offices are created freely, but the contract signed with the Polish company should stipulate the need for such supervision.
Licences for the establishment of representative offices (excluding banks) are issued by: Ministry of Foreign Economic Relations (foreign trade), Committee of Physical Education and Tourism (tourism), Ministry of Culture and Ministry of Transport. Majority of licences relates to foreign trade and is issued on the basis of the following documentation:
- an application containing a brief presentation of the parent company (financial standing and scope of operations), information on the planned activities in Poland and on previous, contacts with Polish enterprises (name of the enterprise, type of relationship and turnover);
- a statement of the foreign investor that he will respect Polish law;
- a declaration by the foreign investor of his intention to establish a representative office;
- a certified copy of the foreign investor’s entry in the commercial register of his country.
Once the representative or technical information office commences operations, it should, inter alia:
- inform the Ministry of Foreign Economic Relations of its address, telephone and fax number, send names of its employees as well as submit to the Ministry the copy of the ower of attorney for its manager, and any subsequent changes thereof;
- to use, in Poland, the name and registered address of its parent company and also its own in Polish;
- to submit an annual report on its activities, at the latest by the end of February each year, giving information on the personnel employed, the turnover of the parent company with Polish enterprises, the technical assistance rendered, co-operation and relationships with Polish companies, and expenses in Polish złotys incurred as current activity expenditures, specifying their type and value.
Lifetime of a representative office is specified in a permission from the Ministry. Usual maximum two years, renewable subject to application.
2. Agency and representation services
Agency and representation services may be provided by a natural person or a company on behalf of foreign companies. Generally, such activity consists in promoting and advertising a foreign partner and gathering inquiries and offers for the services rendered by that foreign partner, or in exploring the Polish market in search of certain products ordered by the foreign partner.
3. Companies with foreign participation
A foreign person (whether legal or natural) may conduct full business activities only in form of a limited liability company (Sp. z o.o.) or a joint stock company (S.A.).
Companies (Sp. z o.o. and S.A.) with foreign participation are called ‘’joint ventures’’ (j.v.).
There are no specific legal requirements as for the percentage of shares held in the capital by a foreign party. Hence a company may be either purely foreign (100% of foreign capital) or combined (capital divided into Polish and foreign shares).
To establish a company it is necessary to have the following documents:
- an extract from the register of the foreign company which is to be a shareholder of the Polish company;
- a sample of the signature of all members of board of directors of the Polish company; this document must be certified by a notary. If the director of a Polish company is present at the place in Poland, a such document will be done here;
- a notary power of attorney given by the board of directors of the foreign company to adwokat (a barrister) Andrzej Philips. This power must be confirmed by an apostile.
With those documents it is necessary to go to a Polish notary to create the articles of association. The articles of association must define the following:
- the name, place of incorporation, a scope of activities of the company;
- duration of its activities - if it is to be established for a finite period;
- the value of equity capital;
- the initial capital.
The initial minimum capital for a limited liability company is 50.000 złotys. The capital may be covered with a cash or goods like cars, equipment’s, machines etc.
Covering the capital with goods it is necessary to describe them very exactly in the articles of association. If it is covered with cars it is necessary to have: their value, year of their production, numbers of the engine, number of chassis. No mistake may be done in this description.
The articles of association must be registered by the court of justice. To the application to the court it is necessary to enclose:
- articles of association,
- list of partners, signed by the board of director,
- resolution appointing the board of directors signed by the shareholder(s), so the board of directors of the foreign company;
- declaration, signed by the board of directors, that the capital will be covered with cash or goods sent from abroad. No money requested to be shown at the registration,
- the sample of signatures of the board directors (of a Polish company).